Indicate by check mark whether the Registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F xForm 40-F o

Indicate by check mark whether the Registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes oNo x

If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-.....................

This report on Form 6-K is hereby incorporated by reference in the Registration Statements on Form F-3 (Registration No. 333-116044, 333-133330, 333-148504 and 333-150015) as amended, filed by the Registrant under the Securities Act of 1933, to the extent not superseded by documents or reports subsequently filed by the Registrant under the Securities Act of 1933 or the Securities Exchange Act of 1934.

Attached hereto as exhibits to this report on Form 6-K and incorporated by reference herein are the Registrant’s immediate report dated June 4, 2012.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

BLUEPHOENIX SOLUTIONS LTD.

(Registrant)

By:

/s/ Nir Peles

Nir Peles

CFO

Dated: June 4, 2012

BluePhoenix Solutions Reports First Quarter 2012 Results

Q1 Revenues of $6.8 million, Non-GAAP EPS of $(0.27)

HERZLIYA, Israel — June 4, 2012 — BluePhoenix Solutions (NASDAQ: BPHX), the leader in value-driven legacy modernization, today announced financial results for the first quarter of 2012. Revenues for the first quarter of 2012 were $6.8 million compared to $9.5 million in the previous quarter, and compared to $10 million in the first quarter of 2011.

Net loss on a non-GAAP basis for the first quarter of 2012 was $(1.7) million or $(0.27) per diluted share, compared to non-GAAP net loss of $(2.2) million or $(0.35) per diluted share in the previous quarter, and compared to a non-GAAP net income of $0.4 million or $0.06 per diluted share in the first quarter of 2011.

On a GAAP basis for the first quarter of 2012 the net loss was $(3.2) million or (0.50) per diluted share, compared to net loss of $(21.3) million or (3.39) per diluted share in the previous quarter, and compared to net loss of $(4.2) million or $(0.71) per share for the first quarter of 2011.

“In the first quarter of 2012, the company continued to sign substantial new contracts in Legacy Modernization and Knowledge Management businesses. Progress was also made in restructuring efforts to achieve positive cash-flow before year end” commented Shimon Bar Kama, CEO of BluePhoenix. “Looking forward, The Company’s management is optimistic the continuous reduction in operating cost will soon show improvements in the results”.

Non-GAAP Results >(in thousands US$)

Q1/2012

Q4/2011

Q1/2011

Sales

6,776

9,538

10,003

Operating profit (loss)

(1,955

)

1,452

842

Net (Loss) Income

(1,747

)

(2,166

)

380

Earnings (Loss) per share, diluted*

(0.27

)

(0.35

)

0.06

GAAP Results >(in thousands US$)

Q1/2012

Q4/2011**

Q1/2011

Sales

6,776

9,538

10,003

Operating loss

(3,201

)

(17,489

)

(3,977

)

Net loss

(3,249

)

(21,274

)

(4,242

)

Loss per share, diluted*

(0.50

)

(3.39

)

(0.71

)

Notes:

*On December 28, 2011 the company performed a one-for-four reverse split of its outstanding shares.

At present, following the completion of the sale of AppBuilder business, an amount of $3 million is held in escrow accounts to secure certain company obligations under the sale agreement.

Non-GAAP financial measures

The release includes non-GAAP diluted earnings per share and other non-GAAP financial measures, including non-GAAP operating income and non-GAAP net income. These non-GAAP measures exclude the following items:

·

Amortization of intangible assets;

·

Goodwill impairment

·

Stock-based compensation;

·

One time expenses related to cost saving plan and one time charges;

·

Revaluation of warrants and discount amortization; and

·

A profit related to sale of subsidiaries and AppBuilder business.

The presentation of these non-GAAP financial measures should be considered in addition to BluePhoenix' GAAP results and is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with GAAP. BluePhoenix' management believes that these non-GAAP financial measures provide meaningful supplemental information regarding its performance by excluding certain charges and gains that may not be indicative of BluePhoenix' core business operating results. BluePhoenix believes that both management and investors benefit from referring to these non-GAAP financial measures in assessing BluePhoenix' performance. These non-GAAP financial measures also facilitate comparisons to BluePhoenix' historical performance. BluePhoenix includes these non-GAAP financial measures because management believes they are useful to investors in allowing for greater transparency with respect to supplemental information used by management in its financial and operational decision-making. Non-GAAP measures are reconciled to comparable GAAP measures in the table entitled "Unaudited Reconciliation of GAAP to Non-GAAP."

About BluePhoenix Solutions

BluePhoenix Solutions, Ltd. (NASDAQ: BPHX) is the leading provider of value-driven legacy IT modernization solutions. The BluePhoenix portfolio includes a comprehensive suite of tools and services from global IT asset assessment and impact analysis to automated database and application migration, rehosting, and renewal. Leveraging over 20 years of best-practice domain expertise, BluePhoenix works closely with its customers to ascertain which assets should be migrated, redeveloped, or wrapped for reuse as services or business processes, to protect and increase the value of their business applications and legacy systems with minimized risk and downtime.

BluePhoenix provides modernization solutions to companies from diverse industries and vertical markets such as automotive, banking and financial services, insurance, manufacturing, and retail. BluePhoenix has 10 offices in the USA, UK, Italy, Romania, Russia and Israel.

Cautionary Statement Regarding Forward-Looking Statements

Certain statements contained in this release may be deemed forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 and other Federal Securities laws. You can identify these and other forward-looking statements by the use of words such as “may,” “will,” “plans,” “believes,” “estimates,” “expects’, “predicts”, “intends,” the negative of such terms, or other comparable terminology. Because such statements deal with future events, plans, projections, or future performance of the Company, they are subject to various risks and uncertainties that could cause actual results to differ materially from the Company’s current expectations. These risks and uncertainties include but are not limited to: the inability to obtain a satisfactory equity infusion, working capital facility or debt restructuring; the failure to successfully defend claims brought against the Company; the effects of the global economic and financial crisis; market demand for the Company’s products; successful implementation of the Company’s products; changes in the competitive landscape, including new competitors or the impact of competitive pricing and products; the ability to develop new business lines; and such other risks and uncertainties as identified in BluePhoenix’s most recent Annual Report on Form 20-F and other reports filed by it with the SEC. Except as otherwise required by law, BluePhoenix undertakes no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

This press release is also available at www.bphx.com. All names and trademarks are their owners’ property.

Company Contact:

Nir Peles

BluePhoenix Solutions

+972-9-9526110

NPeles@bphx.com

BluePhoenix Solutions Ltd.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

Three months ended

March 31,

2012

2011*

Unaudited

Revenues

$

6,776

$

10,003

Cost of revenues

6,661

8,675

Gross profit

115

1,328

Research and development costs

491

1,151

Selling, general and administrative expenses

2,913

4,154

Gain on sale of subsidiary and Appbuilder

88

-

Total operating expenses

3,316

5,305

Operating loss

(3,201

)

(3,977

)

Financial expenses, net

484

192

Other income

580

-

Loss before taxes

(3,105

)

(4,169

)

Taxes on income

88

138

Net loss

(3,193

)

(4,307

)

Net income (Loss) attributable to noncontrolling interests

56

(65

)

Net loss attributable to BluePhoenix

$

(3,249

)

$

(4,242

)

Net loss per share:

Basic and diluted

$

(0.50

)

$

(0.71

)

Shares used in per share calculation:

Basic and diluted**

6,434

6,012

* Derived from audited financial statements

** On December 28, 2011 the company performed a one-for-four reverse split of its outstanding shares.